Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>


good faith,  all reasonable  business efforts to mutually agree with the Company
regarding the nature, extent and form of such press release or public statement,
and, in any event, with prior notice to the Company.

         SECTION 6.4 Directors' and Officers' Indemnification.

         (a) From and after the Effective Time, the Surviving  Corporation shall
indemnify,  defend and hold  harmless the present  officers and directors of the
Company  against all Claims or amounts that are paid in settlement  of, with the
approval of the Surviving Corporation, or otherwise in connection with any Claim
based in whole or in part on the fact that such  Person is or was a director  or
officer of the Company and arising out of actions or  omissions  occurring at or
prior to the Effective Time (including,  without limitation,  the Merger and the
Transactions),  in each case to the fullest extent permitted under the MGCL (and
shall pay any expenses in advance of the final disposition of any such action or
proceeding to each such Person to the fullest extent  permitted  under the MGCL,
upon receipt from the Person to whom expenses are advanced of an  undertaking to
repay such  advances  to the extent  required  under the  MGCL).  The  Surviving
Corporation shall observe and comply with the Company's  obligations pursuant to
the indemnification  agreements, if any, listed in Section 6.4(a) of the Company
Disclosure Schedule.

         (b) This  Section is  intended  to be for the  benefit of, and shall be
enforceable by, the present  officers and directors of the Company,  their heirs
and personal  representatives and shall be binding on the Surviving  Corporation
and its respective successors and assigns.

         SECTION 6.5  Notification  of Certain  Matters.  The Company shall give
prompt  notice to Key, and Key shall give prompt  notice to the Company,  of (a)
the occurrence or  non-occurrence  of any Event the occurrence or non-occurrence
of which  would be likely to cause (i) any  representation  or  warranty  of the
Company or Key, as the case may be,  contained in this Agreement to be untrue or
inaccurate,  or (ii) any  covenant,  condition  or  agreement  contained in this
Agreement not to be complied  with or satisfied,  or (iii) any change to be made
in such party's Disclosure Schedule,  and (b) any failure of the Company or Key,
as the case may be,  to comply  with or  satisfy,  or be able to comply  with or
satisfy,  any covenant,  condition or agreement to be complied with or satisfied
by it hereunder;  provided, however, that the delivery of any notice pursuant to
this  Section  shall  not  limit or  otherwise  affect  the  remedies  available
hereunder to the party receiving such notice.

         SECTION 6.6 No Solicitation.

         (a) The Company shall not, nor shall it permit any  Subsidiary,  or any
of  the  Company's  or  any  Subsidiary's  Representatives  (including,  without
limitation,  any investment banker,  attorney or accountant  retained by it) to,
initiate,  solicit or facilitate,  directly or indirectly,  any inquiries or the
making of any  proposal  with  respect to any Other  Transaction,  engage in any
discussions  or  negotiations  concerning,  or provide  to any other  person any
information  or data relating to, it or any  Subsidiary  for the purposes of, or
otherwise  cooperate in any way with or assist or participate  in, or facilitate
any inquiries or the making of any proposal which constitutes, or may reasonably
be expected to lead to, a proposal to seek or effect any Other  Transaction,  or
agree to or endorse  any Other  Transaction;  provided,  however,  that  nothing
contained in this Section  shall  prohibit the Company or its Board of Directors
from making any disclosure to its stockholders that, in the reasonable  judgment
of its Board of Directors in accordance  with, and based upon the written advice
of,  outside  counsel,  is required  under  Applicable  Law.  The Company  shall
promptly  advise Key of, and  communicate  the  material  terms of, any proposal
relating to any Other  Transaction it may receive,  or any inquiries it receives
which may reasonably be expected to lead to such a proposal, and the identity of


                                      AI-44